CONSULTANT AGREEMENT
Eclipse Identity Recognition Corporation
Page 1 of 8
Xxxxxxxx Xxxxxx
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ECLIPSE IDENTITY RECOGNITION CORPORATION
This Agreement dated November 20, 2012, is made by and between Eclipse Identity Recognition
Corporation, whose address is 15732 Los Gatos Blvd, PMB 000, Xxx Xxxxx, XX. 00000-0000 Xxxxxx
Xxxxxx, referred to as "Company", and Xxxxxxxx Xxxxxx, whose address is
_________________________________________________________________________________,
referred to as "Consultant"
RECITALS
A. Company desires to obtain the services of Consultant to serve as Technical Advisor for the Company,
and the Consultant desires to provide such services to Company, upon the following terms and
conditions.
B. Company has spent significant time, effort, and money to develop certain Business Strategies and
other Business Matters, including but not limited to their Products and Proprietary Information, which
Company considers vital to its business and goodwill. The Business Strategies and Plan may be
communicated to or received by Consultant in the course of serving as Technical Consultant for the
Company.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Position, Duties, Responsibilities.
a. Duties. Consultant shall perform those services (“Services”) as Technical Advisor as reasonably
requested by the Company from time to time, including but not limited to the Services described on
Exhibit A attached hereto. Consultant shall devote Consultant's commercially reasonable efforts and
attention to the performance of the Services for the Company on a timely basis. Consultant shall also
make himself available to answer questions, provide advice, counsel, and Services to the Company upon
reasonable request and notice from the Company. Consultant is deemed an independent contractor per
section six (6) of this Agreement.
2. Term and Termination.
Consultant services shall begin when the Company receives its initial funding of at least one hundred
thousand US Dollars ($100,000) and will continue for a period of ten (10) months thereafter. Such term
may be extended upon the written mutual consent by both parties. Consultant may cancel this
Agreement upon thirty (30) days written notice to the other party. Notwithstanding the foregoing,
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
Eclipse Identity Recognition Corporation
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Xxxxxxxx Xxxxxx
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Company may terminate this Agreement immediately upon providing written notice to Consultant if
Consultant materially breaches this Agreement. Upon any termination of the Services as provided in the
preceding section, this Agreement shall terminate except that the provisions set forth in Sections 4, 5, 6,
7, 8, 9b, and 9c of this Agreement shall survive such termination.
3. Compensation and Expenses.
a. Compensation. Upon funding of Company, Company shall pay Consultant Two Thousand US
Dollars ($2,000) per month for ten (10) months from the start date of the Consultant as full and complete
consideration of the Services performed in accordance with this Agreement. In the event that Consultant
terminates the Agreement, compensation shall be pro-rated.
b. Out of Pocket Expenses/Reimbursement of Expenses. Consultant shall be responsible for all
expenses and incidental costs towards the performance of this Agreement. Should Consultant be requested
by Company to perform certain services beyond the performance of this Agreement, Consultant shall be
reimbursed for those outside reasonable expenses incurred if agreed upon in advance by Company that
Company will pay Agent’s outside reasonable expenses identified. If approved in advance by Company,
Agent must submit receipts of those outside expense incurred to Company.
4. Confidentiality; Proprietary Information; Work Product; Non-Disclosure.
a. Confidential Information. As used in this Agreement, “Confidential Information” means all
nonpublic information disclosed by or relating to the Company that is designated as confidential or that,
given the nature of the information or the circumstances surrounding its disclosure, reasonably should be
considered as confidential. Confidential Information includes any information Company has conceived,
developed and owns, and continues to conceive and develop, certain property rights and information,
including but not limited to its business plans, strategies, objectives, and ideas, client and customer
information, financial projections, marketing plans, marketing materials, logos, and designs, sales
information, business development strategies, product plans and designs and deployment, technical data,
inventions, future inventions, processes, methods, data, know-how, algorithms, formulae, franchises,
databases, computer programs, computer software, user interfaces, source codes, object codes,
architectures and structures, display screens, layouts, development tools and instructions, templates, and
other trade secrets, trade names, trademarks, copyrights, patents, other intellectual property, intangible
assets and industrial or proprietary property rights which may or may not be related directly or indirectly
to Company's software business and all documentation, media or other tangible embodiment of or
relating to any of the foregoing and all proprietary rights therein of Company (all of which are
hereinafter referred to as the "Proprietary Information"). Although certain information may be generally
known in the relevant industry, the fact that Company uses it may not be so known. In such instance, the
knowledge that Company uses the information would comprise Proprietary Information. Furthermore,
the fact that various fragments of information or data may be generally known in the relevant industry
does not mean that the manner in which Company combines them, and the results obtained thereby, are
known. In such instance, that would also comprise Proprietary Information.
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
Eclipse Identity Recognition Corporation
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Xxxxxxxx Xxxxxx
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b. General Restrictions on Use on Confidential and Proprietary Information. Consultant agrees to
hold all Confidential and Proprietary Information in confidence and not to, directly or indirectly,
disclose, use, copy, publish, summarize, or remove from Company's premises any Confidential or
Proprietary Information (or remove from the premises any other property of Company), except (i)
during the consulting relationship to the extent authorized and necessary to carry out Consultant's
responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as
specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall
not apply to: (x) information which Consultant can show was rightfully in Consultant's possession at the
time of disclosure by Company; (y) information which Consultant can show was received from a third
party who lawfully developed the information independently of Company or obtained such information
from Company under conditions which did not require that it be held in confidence; or (z) information
which, at the time of disclosure, is generally available to the public.
c. Ownership of Work Product. All Work Product shall be considered work(s) made by Consultant for
hire for Company and shall belong exclusively to Company and its designees. If by operation of law,
any of the Work Product, including all related intellectual property rights, is not owned in its entirety by
Company automatically upon creation thereof, then Consultant agrees to assign, and hereby assigns, to
Company and its designees the ownership of such Work Product, including all related intellectual
property rights. "Work Product" shall mean any writings (including excel, power point, word, PDF,
emails, etc.), programming, documentation, data compilations, reports, plans, designs, drawings, and
any other media, materials, or other objects produced as a result of Consultant's work or delivered by
Consultant in the course of performing that work.
d. Incidents and Further Assurances. Company may obtain and hold in its own name copyrights,
registrations, and other protection that may be available in the Consultant. Consultant agrees to provide
any assistance required to perfect such protection. Consultant agrees to also take all reasonable measures
to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a
minimum, those measures it takes to protect his own confidential information of a similar nature.
Consultant agrees to take sure further actions and execute and deliver such further agreements and other
instruments as Company may reasonably request to give effect to this Section 4. Consultant will
segregate Confidential Information from the confidential materials of third parties to prevent
commingling. Consultant may use Confidential Information only in pursuance of his relationship with
the Company. Except as expressly provided in this Agreement, Consultant will not disclose Confidential
Information to anyone without Company’s prior written consent.
e. Return of Proprietary Information. Upon termination of this Agreement, Consultant shall upon
request by the Company promptly deliver to Company at Company’s sole cost and expense, all
drawings, designs, blueprints, manuals, specification documents, documentation, source or object codes,
tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, plans, and all other
materials in its possession or under its control relating to the Proprietary Information and/or Services, as
well as all other property belonging to Company which is then in Consultant's possession or under its
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
Eclipse Identity Recognition Corporation
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Xxxxxxxx Xxxxxx
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control. Notwithstanding the foregoing, Consultant shall retain ownership of all works owned by
Consultant prior to commencing work for Company hereunder, subject to Company's nonexclusive,
perpetual, paid up right and license to use such works in connection with its use of the Services and any
Work Product.
f. Remedies/Additional Confidentiality Agreements. Nothing in this Section 4 is intended to limit any
remedy of Company under applicable state or federal law. At the request of Company, Consultant shall
also execute Company's standard "Confidentiality Agreement" or similarly named agreement as
such agreement is currently applied to and entered into by Company's most recent employees.
5. Non-Compete. During the Term, Consultant shall provide the Company with prior written notice if
Consultant intends to provide any services, as an employee, consultant or otherwise, to any person,
company or entity that competes directly with the Company, which written notice shall include the name
of the competitor. During the period of twelve (12) months post termination date of this Agreement,
Consultant shall provide the Company with written notice any time that Consultant provides any
services, as an employee, consultant or otherwise, to any person, company or entity that competes
directly with the Company. Notwithstanding anything to the contrary contained herein, Company hereby
consents to Consultant providing services, as an employee, consultant or otherwise, to the following
companies.
6. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the
parties hereto, that Consultant is an independent contractor, and not the employee, agent, joint venturer,
or partner of Company for any purposes whatsoever. This Agreement shall not be interpreted as creating
an association, joint venture, or partnership relationship between the parties or as imposing any
employment, or partnership obligation, or liability on any party. Consultant shall not be entitled to, and
shall not attempt to, create or assume any obligation or authority, express or implied, to bind Company
by contract or otherwise. Consultant is skilled in providing the Services. To the extent necessary,
Consultant shall be solely responsible for any and all taxes related to the receipt of any compensation
under this Agreement. Consultant hereby represents, warrants and covenants that Consultant has the
right and power to enter into this Agreement and that neither the execution nor delivery of this
Agreement, nor the performance of the Services by Consultant will conflict with or result in a breach of
the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument
under which Consultant is now or hereinafter becomes obligated.
7. Compliance with Laws. Consultant will use his/her best efforts not to violate any statute, ordinance,
rules or regulations of the US and other countries, including all relevant export laws and regulations of
the US and other governments.
8. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIALDAMAGES OF ANY KIND IN
CONNECTION WITH THIS AGREEMENT, EVEN IF THE COMPANY HAS BEEN INFORMED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
Eclipse Identity Recognition Corporation
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Xxxxxxxx Xxxxxx
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9. Miscellaneous.
a. Notices. All notices required under this Agreement shall be deemed to have been given or made for
all purposes upon receipt of such written notice or communication. Notices shall be in English language.
Notices to each party shall be sent to the address set forth below the party's signature on the signature
page of this Agreement. Either party hereto may change the address to which such communications are
to be directed by giving written notice to the other party hereto of such change in the manner provided
above.
b. No Assignment. The Company may assign any of its rights and obligations under this
Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law,
any of its rights and obligations under this Agreement, except with the prior written consent of the
Company. Except as otherwise provided in this Agreement, this Agreement, and the rights and
obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal representatives.
c. No Duty to Employ or Continue Services. Consultant understands that this Agreement does not
constitute a contract of employment or obligate the Company to utilize Consultant’s services for any
stated period of time. Consultant understands that Consultant’s relationship with the Company can be
terminated for any reason or for no reason at any time by either the Company or Consultant with ten
(10) days’ written notice, or immediately by Company for Consultant’s material breach of this
Agreement. Consultant acknowledges that any statements or representations to the contrary are
ineffective, unless put into a writing signed by the Company
d. Entire Agreement. This Agreement and any documents attached hereto as Exhibits or Appendices
constitute the entire agreement and understanding between the parties with respect to the subject matter
herein and therein, and supersede and replace any and all prior agreements and understandings, whether
oral or written with respect to such matters. The provisions of this Agreement may be waived, altered,
amended or replaced in whole or in part only upon the written consent of both parties to this Agreement.
e. Severability, Enforcement. If, for any reason, any provision of this Agreement shall be determined
to be invalid or inoperative, the validity and effect of the other provisions herein shall not be affected
thereby, provided that no such severability shall be effective if it causes a material detriment to any
party.
f. Governing Law. This Agreement shall be construed and interpreted in accordance to the laws of the
State of California, United States of America, without giving effect to its conflicts of law principles. Any
dispute, controversy, claim, or difference arising out of, or in connection with, or resulting from this
Agreement, its application or interpretation, or a breach thereof, which cannot be settled amicably by the
parties, shall be resolved definitively and exclusively by arbitration under the Rules of Procedure of the
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
Eclipse Identity Recognition Corporation
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Xxxxxxxx Xxxxxx
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American Arbitration Association (the "Rules") then prevailing for which arbitration shall determine
location for arbitration.
g. Injunctive Relief. The parties agree that in the event of any breach or threatened breach of any of the
covenants in Section 4, the damage or imminent damage to the value and the goodwill of Company's
business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages
inadequate. Accordingly, the parties agree that Company shall be entitled to injunctive relief against
Consultant in the event of any breach or threatened breach of any such provisions by Consultant, in
addition to any other relief (including damages) available to Company under this Agreement or under
applicable state or federal law.
h. Publicity. The Company shall, with prior written approval by Consultant, have the right to use the
name, biography and picture of Consultant on the Company’s website, marketing and advertising
materials.
[This Section was left blank intentionally]
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
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![[eclipsesuper8kexhibit1013004.gif]](https://www.sec.gov/Archives/edgar/data/1526183/000149473313000139/eclipsesuper8kexhibit1013004.gif)
Eclipse Identity Recognition Corporation
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Exhibit A to Consultant Board Agreement
Duties and Responsibilities
Your duties and responsibilities shall be the following:
❖ Be a Technical Advisor to the Territory of Israel regarding market entry and expansion.
❖Provide to Company monthly reports on such activities including updates on on-going projects.
❖Participate in conference calls or other meetings as deemed necessary by CEO of Company.
❖Provide reasonable access via phone/email for questions, advice, mentoring.
.
____________________________________________________________________________________________________
Eclipse Identity Recognition Corporation * 15732 Los Gatos Blvd, XXX 000, Xxx Xxxxx, XX. 00000 Xxxxxx Xxxxxx *
* Tel: 000-000-0000 * Fax: 000-000-0000 * xxx.xxxxxxxxx.xxx *
* Fax, mail or email sign document to: xxxxx@xxxxxxxxx.xxx
